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Congratulations to the corporations and underwriters that worked with our transaction services team. Whether in-house, your-house or 100% virtual…click here to discover why we are the intelligent value for both traditional and confidential IPOs.

Registrant

Form

Underwriter 1

Underwriter 2

Underwriter 3 +

AXA EQUITABLE LIFE INSURANCE CO

S-3

AXA Advisors, LLC

AXA Distributors, LLC

~

FORCE PROTECTION VIDEO EQUIPMENT CORP.

S-1

Carter, Terry & Company

~

~

XFIT BRANDS, INC.

S-1

Kodiak Capital Group, LLC

~

~

WINGSTOP INC.

S-1

Morgan Stanley & Co. LLC

Jefferies LLC

Robert W. Baird & Co. Inc.

NUVEEN HIGH INCOME DECEMBER 2019 TARGET TERM FUND

N-2

Nuveen Securities, LLC

~

~

VNUE, INC.

S-1

Tarpon Bay Partners, LLC

~

~

Post IPO, thousands of organizations count on us to assure regulatory compliance and target new investors.

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In 2015, corporate legal spending increased for the second straight year according to a new survey. The study also reported that increased or changing regulatory requirements is the top challenge general counsel face.

Bret Baccus, managing director of Consilio, which owns Huron Legal said he expects “…legal spend will likely decline because there are now more programs in place within corporate law departments to help manage budgets and reduce legal spend. Those programs include matter-management e-billing technology, increased use of alternative fee agreements that achieve cost predictability and increased collaboration between law departments and law firms.”

In context to the study, Liam Power, President of Vintage, emphasizes the importance of cost predictability for inside counsel as well as their supporting securities law firms. “Eliminating legal overspending on the finite service of regulatory [SEC] compliance is a number one reason for our continued growth and why we were ranked a top three provider in 2015, along with Merrill and RR Donnelley. A key attribute for delivering what we titled ‘intelligent value’ – fast turns and spot-on execution – is cost predictability… our transparent billing practices. No surprise fees when the job is done. I am often amazed at how much time inside counsel save by not having to sort out complex invoices or explain unexpected increases,” finished Power.

From Bloomberg:

Amar Sarwal, vice president and chief legal strategist at the Association of Corporate Counsel, said the cost-cutting measures the report cited mirror what he’s seen in the industry. Chief executive officers and chief financial officers are ordering across-the-board reductions and law departments are responding to renewed scrutiny. “There’s a ruthless search for inefficiencies to root through, no doubt about it,” Sarwal said. “I don’t think lawyers are immune from those pressures.”

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Now that we’re past the bulk of this season’s earnings, a view of how these disclosures get created is warranted. The points below don’t discuss what is in a release, but more who (internally) gets to participate in the workflow.

Additionally, although the timeframe of the process is not defined below, it begins the day after the previous quarter’s release is sent. You’ll certainly have a ton of “fresh input” and “constructive criticism” to consider.

Step one: IRO

The cycle begins with the Investor Relations department. That team will be responsible for directional navigation of the release and, of course, its complete execution.

Drafting of initial messaging

Define the overall “tone & tenor”

Assemble all supportive data and documents

Coordinate the editing and review workflow

Step two: Internal teams

These internal resources may supply the data and discussions to fill out the quarter’s narrative for shareholders.

This is a final “the buck stops here” review. Sarbanes-Oxley regulation has made the CEO and the CFO both personally responsible for the content: they both need to be 100% clear and confident on each word and number.

They are signing a SEC document confirming their understanding.

Step five: IRO send to PR Newswire / Vintage

This goes without saying as this release needs to be sent with maximum efficacy and transparency to mitigate RegFD risk AND excite potential new investors.

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Congratulations to the corporations and underwriters that worked with our transaction services team. Whether in-house, your-house or 100% virtual…click here to discover why we are the intelligent value for both traditional and confidential IPOs.

Registrant

Form

Underwriter 1

Underwriter 2

Underwriter 3 +

LIGHTWAVE LOGIC, INC.

S-1

Lincoln Park Capital Fund, LLC

~

~

AT&T INC.

S-4

Merrill Lynch, Pierce, Fenner & Smith Inc.

Credit Suisse Securities LLC

Deutsche Bank Securities Inc.

YANGTZE RIVER DEVELOPMENT LTD

S-1

World Equity Group, Inc.

~

~

Post IPO, thousands of organizations count on us to assure regulatory compliance and target new investors.

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The irony of the SEC defining “plain English” is not lost on me. Read any regulation (our annual guidebooks are great for that) and you’ll understand. That said, regulations are complex for the protection of both issuer and investor. It’s not the most transparent version of English, however.

Here is how plain English is defined for proxy materials per Rule 421(d) under the Securities Act Presentation of Information in Prospectuses

To enhance the readability of the prospectus, you must use plain English principles in the organization, language, and design of the front and back cover pages, the summary, and the risk factors section.

You must draft the language in these sections so that at a minimum it substantially complies with each of the following plain English writing principles:

In designing these sections or other sections of the prospectus, you may include pictures, logos, charts, graphs, or other design elements so long as the design is not misleading and the required information is clear.

You are encouraged to use tables, schedules, charts and graphic illustrations of the results of operations, balance sheet, or other financial data that present the data in an understandable manner. Any presentation must be consistent with the financial statements and non-financial information in the prospectus.

You must draw the graphs and charts to scale. Any information you provide must not be misleading.

If you’re designing your proxy materials and have any visual questions, ask your Vintage representative to see past samples of our work. If you have vocabulary questions – ask your securities lawyer.

x

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Each year, those of us in the trenches of shareholder communications look forward to BNY Mellon’s Global Trends in Investor Relations: A Survey Analysis of IR Practices Worldwide. This year, the study slices-and-dices responses from 550 public companies working out of 54 countries… pinpointing up-to-date trends in investor relations. The full 2015 report is available here.

One area they annually benchmark is IR’s appetite for communicating with individual investors. Note: I tend to use the PC term “individual” rather than “retail.” Either term encompasses any stakeholder, long-term or day-trader, that buys and sells equities themselves. (It does not include pump-and-dumpers. There is no PC word for them guys.)

FROM BNY MELLON

20% (net 16%) is a meaningful amount of increased desire to identify and court individual investors. This could be a factor why Virtual Investor Conferences (CLICK HERE) has had such a stellar February. We have had 1,044 online non-deal roadshows viewed in our platform so far this month.

Another prominent indicator of the growing importance of individual investors is that both the OTC Markets and Deutsche Bank DR Group regularly use our environment to connect their issuers directly with active investors. Proudly, we’re in our 7th year with these conferences.

One last adjacent factor for virtual events may be the actual decline in the number of physical non-deal roadshows companies are holding. The average number of broker-driven roadshow days has declined from 2013’s 25.1 days down to just 18.6 days in 2015. Although that is one less week of roadshow travel-days for a CEO and senior executives, the number of one-on-one meetings have increased by thirty meetings – unknown amount of actual days. Safe to assume several meetings in one day.

Certainly virtual roadshows are very useful for “pre-qualifying” these one-on-ones. No planes or limos needed.

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Both mailed to you to hang up on your bulletin board and as a download, you’ll find this colorful and segmented by your fiscal-year-end calendar perfect to remind you of those key filing and mailing dates.